INTERNATIONAL WORLD WIDE WEB CONSORTIUM PARTICIPATION AGREEMENT

Affiliate Member Agreement

CONSORTIUM PARTICIPATION AGREEMENT (the "Agreement") dated as of the day
of ____________________________, by and between the Massachusetts Institute
of Technology, having an office at 545 Technology square, Cambridge,
Massachusetts 02139 ("MIT"), the Institut National de Recherche en
Informatique et en Automatique, having an office at Domaine de Voluceau,
Rocquencourt 78153 Le Chesnay Cedex, France ("INRIA") and Keio University
have an office at 5322 Endo, Fujisawa, 252 Japan ("KEIO") and
_______________________________________, having an office at
__________________________________________, (the "Member").

WHEREAS, the Member wishes to participate in the International World Wide
Web Consortium (the "Consortium" or "W3 Consortium") hosted by MIT, INRIA and
KEIO, the purposes of which are more fully set forth below and in Appendix 1, which is attached hereto and expressly
made a part hereof ("Description of International W3 Consortium" dated
October 1994) on the terms and conditions hereinafter provided;

WHEREAS, MIT, INRIA and KEIO have agreed to the Member's participation as
an Affiliate Member in the Consortium, subject to said terms and conditions;
and

WHEREAS, the Member's participation in the Consortium and cooperation with
MIT, INRIA and KEIOunder this Agreement will further the instruction and
research objectives of MIT, INRIA and KEIO in a manner consistent with their
status as non-profit, tax-exempt institutions.

NOW, THEREFORE, MIT, INRIA and KEIO and the Member AGREE AS FOLLOWS:

1. Purposes of Consortium

The purposes of the Consortium are to support the advancement of
information technology in the field of networking, graphics and user
interfaces by evolving the World Wide Web toward a true information
infrastructure, and to encourage cooperation in the industry through the
promotion and development of standard interfaces in the information
environment known as the "World Wide Web."

2. Participation as an Affiliate Member

The Member hereby agrees to participate in the Consortium as an Affiliate
Member, as described in Appendix 1, and agrees
to pay a membership fee (the "Membership Fee") of Five Thousand ($5,000)
Dollars per year for a period of three years.

Payment will be made in U.S. Dollars to MIT per the schedule in Appendix 1.

Except as provided for in this Agreement, the Membership Fee is
non-refundable.

3. Term of Membership

The period of the Member's participation in the Consortium shall begin the
day this agreement is executed and shall continue in force for three years
from the first day of the calendar quarter in which the member joined; i.e.
January 1st, April 1st, July 1st, and October 1st. This term will
automatically be renewed on a yearly basis beyond the current expiration date
_________________, unless one year's notification is given by MIT, INRIA and
KEIO or three month's notification is given by the member. The fee for
each renewal will be the fee in force three months prior to the renewal
date.

4. Rights and Obligations of MIT, INRIA and KEIO

MIT, INRIA and KEIO shall have the following rights and obligations under
this Agreement, which rights and obligations are more fully described in Appendix 1:

a. MIT, INRIA and KEIO shall use diligent efforts to provide the
vendor-neutral architectural and administrative leadership required to
accomplish the Consortium's goals.

b. MIT, INRIA and KEIO shall use the Membership Fees as outlined in Appendix 1.

c. MIT, INRIA and KEIO shall establish and maintain a committee comprised
of one representative of each member organization (the "Advisory Committee"),
which shall operate as set forth in Appendix
1.

d. MIT shall appoint and maintain an MIT-employed Consortium director (the
"Director"), who will act as chief architect for all specifications produced
by the Consortium. The Director shall have final authority on all decisions
regarding the Consortium's proposals for new standards pursuant to its
Standards Review Process, as set forth in Appendix
1. INRIA and KEIO shall each appoint Deputy Directors who reports to the
Director and manages the development effort at INRIA.

e. MIT shall collect, maintain and distribute software and documentation
created under the auspices of the Consortium, as set forth in Appendix 1.

f. MIT, INRIA and KEIO shall establish and maintain Internet connection
and computer resources to facilitate the work of, and permit the Member with
Internet access to communicate effectively with, the Consortium.

5. Rights and Obligations of Member

The Member shall have the following rights and obligations under this
Agreement, which rights and obligations are more fully described in Appendix 1:

a. The Member shall appoint one representative to serve on the Advisory
Committee and to participate in the Standards Review Process.

b. The Member shall have the right to establish and maintain computer
network links via the Internet with MIT, INRIA and KEIO sufficient to
participate in Consortium activities.

c. The Member shall have access to software and documentation produced by
the Consortium prior to release of such software and documentation to
non-members.

d. Subject to the restrictions contained in this Agreement, the Member may
incorporate Consortium software and documentation into products at any time
after the materials have been released to the members of the Consortium. The
Member shall not adopt or incorporate such software and documentation into
products prior to such release.

e. The Member may volunteer staff members on short assignment to MIT
and/or INRIA and/or KEIO, who will serve the Consortium as Visiting Engineers
subject to the approval of the Director and Deputy Director if the scientist
is to visit INRIA and/or KEIO.

f. If the Member has subsidiaries, the rights and privileges granted under
this Agreement shall extend to all subsidiaries the voting stock of which is
directly or indirectly at least fifty percent (50%) owned or controlled by
the Member.

g. If the Member is itself a consortium, user society, or otherwise has
members or sponsors, the rights and privileges granted under this Agreement
extend only to the paid employees of the Member, not to its members or
sponsors.

6. Use of Names

The Member will not use the name of MIT, INRIA or KEIO and MIT, INRIA or
KEIO will not use the name of the Member in any form of publicity without
permission which in the case of MIT shall be obtainable from the Director of
the News Office, in the case of INRIA from the Director of Promotion, in the
case of KEIO from the Administrative Director of The Keio Research Institute
at SFC, and in the case of the Member from __________________________ .

7. Intellectual Property Rights

a. Rights of Publication

MIT, INRIA, KEIO and the Member shall be free to use and publish any
research results, ideas, algorithms, techniques and other information
developed under the auspices of the Consortium during the term of this
Agreement except that intellectual property described in (b) and (c) below
shall be subject to the licenses specified therein.

b. Ownership of Copyrights and Patents

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice, by the Director, MIT staff
or industrially-employed visitors when working at MIT for the Consortium
shall vest in MIT. To the extent necessary, Member agrees to execute such
assignment documents as may be required to vest title in MIT, at no expense
to the Member.

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice, by the Deputy Director,
INRIA staff or industrially-employed visitors when working at INRIA for the
Consortium shall vest in INRIA. To the extent necessary, Member agrees to
execute such assignment documents as may be required to vest title in INRIA,
at no expense to the Member.

The Member agrees that all right, title and interest in and to any and all
software and documentation created or developed, and in and to all patentable
inventions conceived or first reduced to practice, by the Deputy Director,
KEIO staff or industrially-employed visitors when working at KEIOfor the
Consortium shall vest in KEIO. To the extent necessary, Member agrees to
execute such assignment documents as may be required to vest title in KEIO,
at no expense to the Member.

Except as provided above, patentable inventions and copyrighted materials
developed jointly by MIT, INRIA, KEIO and Member pursuing Consortium
activities, shall be jointly owned. Each joint owner shall be entitled to
exercise all rights of ownership as provided by law without, however, an
obligation of accounting from one to the other. Member understands that MIT,
INRIA and KEIO will make all such jointly owned inventions and copyrights
available to the general public for unrestricted use.

c. Licenses

MIT, INRIA and KEIO agree to grant and hereby grant to Member a
non-exclusive royalty-free, irrevocable, right and license to use, reproduce,
modify, translate, distribute, publicly display and publicly perform all
computer software and documentation described in Section 7 (b) throughout the
world, subject to the notices with respect to copyright, trademarks, and
disclaimer of liability which shall appear on all copies of the software and
documentation provided to the Member by MIT, INRIA or KEIO and which must be
reproduced on each copy reproduced or distributed by the Member.

It is the intention of MIT, INRIA and KEIOto grant to members of the
general public as well as to Member license rights as described above,
including rights to use MIT, INRIA and KEIOtrademarks, if any, relating to W3
products and services provided they conform to W3 specifications established
by MIT, INRIA and KEIO.

8. Notices

All notices or other communications to or upon either party shall be in
writing delivered by first class, air mail or facsimile, dispatched to or
given at the following addresses:

In the event notices and statements required under this Agreement are sent
by certified or registered mail by one party to the party entitled thereto at
its above address, they shall be deemed to have been given or made as of the
date so mailed.

9. Relationship of Parties

The relationship of the parties under this Agreement shall be that of a
voluntary association. The Consortium is not a separate legal entity, and
this Agreement does not create a partnership or joint venture. Neither MIT
nor INRIA nor KEIO nor the Member can bind the other or create any
relationship of principal or agent.

10. Dissolution of Consortium; Termination

MIT, INRIA and KEIO shall have the right, upon sixty (60) days prior
written notice, to dissolve the Consortium, by terminating the agreements
(including this Agreement) with each member of the Consortium, in the event
of force majeure, as described in Section 13 below, occurs which MIT, INRIA
and KEIO determine in good faith will prevent MIT and INRIA from carrying out
its administrative and leadership duties under this Agreement.

11. DISCLAIMER OF WARRANTIES

MIT, INRIA AND KEIO MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE
AVAILABLE TO THE MEMBER, OR WITH RESPECT TO ANY STANDARD ENDORSED BY MIT OR
INRIA OR KEIO OR THE CONSORTIUM, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT
SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE PROPRIETARY RIGHTS OF THIRD
PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS. THE MEMBER AGREES
THAT ALL SOFTWARE AND DOCUMENTATION SHALL BE ACCEPTED BY MEMBER "AS IS".

12. Limitation of Liability

In the event of dissolution of the Consortium and termination of this
Agreement by MIT, INRIA and KEIO pursuant to Section 10 hereof, the Member
shall be entitled to receive, as its sole and exclusive remedy, a refund of
all of the Member's duly paid and uncommitted Membership Fee, and upon such
refund, any further liability of MIT and/or INRIA and/or KEIO to the Member
shall be extinguished. This remedy is in lieu of all other remedies, whether
oral or written, express or implied. MIT's liability to the Member in the
event of any other claim by Member shall be limited to the amount of the
Member's duly paid Membership Fee. In no event shall MIT and/or INRIA and/or
KEIO be liable for any indirect, incidental, consequential, or special
damages, including lost profits, sustained or incurred by the Member in
connection with or as a result of its participation in the Consortium or
under this Agreement.

13. Force Majeure

If the performance of any obligation by MIT, INRIA and KEIO under this
Agreement is prevented, restricted or interfered with by reason of natural
disaster, war, revolution, civil commotion, acts of public enemies, blockade,
embargo, strikes, any law, order, proclamation, regulation, ordinance, demand
or requirement having a legal effect of any government or any judicial
authority or representative of any such government, or any other act or event
which is beyond the reasonable control of the party affected, then MIT, INRIA
and KEIO shall be excused from such performance to the extent of such
prevention, restriction, or interference, provided that MIT, INRIA and KEIO
shall use reasonable commercial efforts to avoid or remove such causes of
nonperformance, and shall continue performance hereunder with reasonable
dispatch whenever such causes are removed.

14. Export Controls

The Member acknowledges that export and/or re-export from the United
States or from France of technical data, computer software, laboratory
prototypes and other commodities (the "Controlled Commodities") may be
subject to the export control laws and regulation of the United States
(including the Arms Export Control Act, as amended, and the Export
Administration Act of 1979 revised in 1985), of France and of Japan, and that
such laws and regulations could preclude or delay export of such Controlled
Commodities. MIT's, INRIA's and KEIO's obligations hereunder are contingent
on compliance with such applicable laws and regulations. Neither party will
directly or indirectly export across any national boundary, or communicate or
transfer to any third party, any Controlled Commodities without first
obtaining any and all licenses that may be required from a cognizant agency
of the United States government or the French or Japanese authorities, and/or
any and all written assurances from the Member that it will not re-export or
transfer such Controlled Commodities to certain foreign countries or third
parties without prior approval of the cognizant government agency. While MIT,
INRIA and KEIO agree to cooperate in securing any license which the cognizant
agency deems necessary in connection with the export, re-export, transfer or
communication of any Controlled Commodities, MIT, INRIA and KEIO cannot
guarantee that such licenses will be granted.

15. Assignment

Neither this Agreement nor any rights hereunder, in whole or in part, are
assignable by either party without the prior written consent of the other
party. Any attempt to assign the rights, duties or obligations under this
Agreement without such consent shall be a breach of this Agreement and be
null and void.

16. Entire Agreement

This Agreement, together with Appendix 1,
embodies the entire understanding between MIT, INRIA, and KEIO, and the
Member for the Member's participation in the Consortium, and cancels and
supersedes any other agreements, oral or written, entered into by the parties
hereto as to its subject matter.

17. No Modifications

This Agreement may be amended only by a writing signed by MIT, INRIA and
KEIO, and the Member.

18. Governing Law

This Agreement shall be deemed to have been entered into and shall be
interpreted and governed in all respects by the laws of The Commonwealth of
Massachusetts and the United States of America and by the international
treaties signed by the French and Japanese authorities and the Member's
country.

19. Arbitration

Any controversy or claim arising out of or relating to this Agreement, its
execution or breach, and any damages allegedly suffered there from, first
shall be submitted to friendly negotiation between the parties. Matters which
cannot be resolved through negotiation shall be finally settled: (i) if the
Member is organized or incorporated within any of the United States, under
the Commercial Rules of Arbitration of the American Arbitration Association,
by one (1) arbitrator appointed in accordance with said Rules, or (ii) if the
Member is organized or incorporated outside the United States, under the
Rules of Conciliation and Arbitration of the International Chamber of
Commerce, by one (1) arbitrator appointed in accordance with said Rules. In
any event, the place of arbitration shall be Cambridge, Massachusetts. The
arbitrator shall determine the matters in dispute in accordance with the laws
of the Commonwealth of Massachusetts pursuant to Section 18 of this
Agreement. The English language shall be used throughout the proceedings. Any
award, order or judgment pursuant to such arbitration may be entered and
enforced in any court of competent jurisdiction. The Member agrees to submit
to the jurisdiction of any such court for purposes of the enforcement of any
such award, order or judgment.

20. Survivability

The obligations of MIT, INRIA and KEIO and the Member under Sections 6, 7,
9, 11-14, 18, and 19 of this Agreement shall survive expiration or
termination hereof, and shall continue hereafter in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives, effective as of the day and
year first above written.